Asarco LLC v. Goodwin
756 F.3d 191
2d Cir.2014Background
- Asarco, successor to entities that operated two contaminated Washington sites (Everett Smelter and Monte Cristo Mining Area) paid $50.2 million after bankruptcy settlements resolving CERCLA claims.
- John D. Rockefeller Sr. died in 1937; his will created residuary testamentary trusts that now benefit his great-grandchildren and still hold substantial assets traceable to Rockefeller.
- Asarco sued the Trustees of Rockefeller’s residuary trusts seeking contribution and, alternatively, subrogation, alleging Rockefeller-controlled corporations caused contamination 1892–1903.
- Bankruptcy court approved judicial settlements resolving Asarco’s CERCLA liability for Everett (April 18, 2008) and MCMA (June 5, 2009); Asarco’s reorganization plan became effective December 9, 2009, when payments were made.
- District court dismissed Asarco’s Second Amended Complaint as time-barred on contribution claims and because Asarco was not a subrogee; Second Circuit affirmed.
Issues
| Issue | Plaintiff's Argument | Defendant's Argument | Held |
|---|---|---|---|
| Whether federal common law (trust fund doctrine) imposes estate/beneficiary liability under CERCLA | Asarco: federal common law should impose trust-fund liability on beneficiaries for decedent’s CERCLA liabilities | Trustees: CERCLA does not displace state probate law; no federal trust-fund rule | Held: No federal trust-fund doctrine; state probate law governs successor/beneficiary liability |
| Whether New York law treats post-death retroactive statutes (like CERCLA) as "debts of a decedent" chargeable to beneficiaries | Asarco: NY law permits treating retroactive CERCLA liabilities as decedent debts where statute is validly retroactive | Trustees: New York law generally treats beneficiaries’ rights as fixed at death and disfavors retroactive imposition | Held: Court assumed arguendo NY would permit such liability but did not decide definitively because limitations issue dispositive |
| When CERCLA’s 3-year contribution SOL begins ("entry of a judicially approved settlement") in bankruptcy context | Asarco: SOL should begin at plan confirmation/effective date (Dec 9, 2009) because payments and final amounts occurred then | Trustees: SOL begins when bankruptcy court entered/approved the settlement under Rule 9019 | Held: SOL began on bankruptcy court’s approval dates (Apr 18, 2008 and Jun 5, 2009); Asarco’s contribution claims are time-barred and MCMA claim did not relate back |
| Whether reorganized Asarco can assert subrogation (triggering SOL under payment date) | Asarco: reorganized debtor is a different entity and thus a subrogee, so SOL runs from payment (Dec 9, 2009) | Trustees: Reorganization plan preserved identity/continuity — same legal entity — so Asarco paid its own debt and cannot subrogate | Held: Reorganized Asarco is the same legal entity as the debtor; no subrogation available; SOL for subrogation irrelevant |
Key Cases Cited
- Marsh v. Rosenbloom, 499 F.3d 165 (2d Cir. 2007) (federal law does not displace state successor-liability rules)
- Price Trucking Corp. v. Norampac Indus., 748 F.3d 75 (2d Cir. 2014) (CERCLA’s purposes and deference to state law where statute silent)
- Niagara Mohawk Power Corp. v. Chevron U.S.A., Inc., 596 F.3d 112 (2d Cir. 2010) (owners/operators may seek contribution; judicially approved settlements release liability)
- RSR Corp. v. Commercial Metals Co., 496 F.3d 552 (6th Cir. 2007) (statute of limitations runs from entry of judicially approved settlement, not from later effective dates)
- United States v. Monsanto Co., 858 F.2d 160 (4th Cir. 1988) (CERCLA applied retroactively and constitutionally)
- Witco Corp. v. Beekhuis, 38 F.3d 682 (3d Cir. 1994) (CERCLA does not itself impose liability on estates or beneficiaries)